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Software AG GB 2012, englisch

63 VORSTANDSBRIEFREPORT OF THE SUPERVISORY BOARD COMMITTEES To fulfill its duties efficiently in 2012, the Supervisory Board established the Committee for Compensation and Succession Issues, the Audit Committee, the Nominating Committee, the Strategy Committee and, pursuant to Section 27, paragraph 3 of the Codetermination Act, the mandatory Mediation Committee. The committees prepare the Supervisory Board’s resolutions and topics to be discussed by the plenum. Decision-making powers were transferred to the committees to the extent allowable. The committee chairs reported to the plenum about the results of the committee meetings. The Mediation Committee has the number of members required by law (four) and is consti- tuted based on parity. It was chaired by Andreas Bereczky. The Mediation Committee did not convene in 2012. The Committee for Compensation and Succession Issues prepares personnel-related decisions made by the Supervisory Board to the extent that they affect the remuneration policy of the members of the Management Board. It has four members and is constituted based on parity. It was chaired by Andreas Bereczky. The Committee for Compensation and Succession Issues met five times in fiscal year 2012. On one occasion it took advantage of the option of a tele- conference permitted by the Articles of Incorporation. It dealt with personnel issues for the Management Board including the reappointment of Dr. Wolfram Jost, the changed roles of the members of the Management Board as well as the incentive programs for the Management Board and employees in key positions. THE FOLLOWING SHOWS MEETING ATTENDANCE OF THE MEMBERS OF THE COMMITTEE FOR COMPENSATION AND SUCCESSION ISSUES: Committee for Compensation and Succession Issues 2012 1/27 3/23 7/25 10/26 11/1 Bereczky x x x x x Neumann x x x x x Hartenstein x x x x x Wulf x x x x x 63

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